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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
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[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30,
1995
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ___________ to
___________
Commission file number: 1-8254
THACKERAY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 04-2446697
- -------------------------------- --------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
400 Madison Ave.
Suite 1508
New York, New York 10017
(212) 759-3695
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(Address, Including Zip Code, and Telephone Number, Including Area Code
of Registrant's Principal Executive Offices)
Unchanged
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(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [x] No [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 5,107,401 shares of
common stock, $.10 par value, as of November 7, 1995.
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<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995 AND DECEMBER 31,1994
1995 1994
---- ----
<S> <C> <C>
ASSETS: (UNAUDITED)
CASH AND CASH EQUIVALENTS $3,258,000 $369,000
ACCOUNTS RECEIVABLE, NET 0 6,631,000
INVENTORIES 0 1,146,000
OTHER RECEIVABLES AND PREPAID EXPENSES 67,000 34,000
MORTGAGE LOANS 76,000 115,000
INVESTMENTS IN REAL ESTATE (NET OF ALLOWANCE
OF $633,000 IN 1995 AND 1994) 7,139,000 7,139,000
PROPERTY, PLANT AND EQUIPMENT, NET 8,000 106,000
OTHER ASSETS 53,000 91,000
----------- -----------
TOTAL ASSETS $10,601,000 $15,631,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
ACCOUNTS PAYABLE $1,000 $2,092,000
ACCRUED EXPENSES:
SALARIES AND OTHER 227,000 360,000
INCOME AND OTHER TAXES 239,000 372,000
SHORT-TERM DEBT 0 990,000
OTHER LIABILITIES 128,000 128,000
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TOTAL LIABILITIES 595,000 3,942,000
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STOCKHOLDERS' EQUITY:
COMMON STOCK, $.10 PAR VALUE
(20,000,000 SHARES AUTHORIZED;
6,187,401 SHARES ISSUED) 619,000 619,000
CAPITAL IN EXCESS OF PAR VALUE 53,424,000 53,424,000
ACCUMULATED DEFICIT (34,047,000) (32,364,000)
TREASURY STOCK (1,080,000 SHARES) (9,990,000) (9,990,000)
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TOTAL STOCKHOLDERS' EQUITY 10,006,000 11,689,000
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $10,601,000 $15,631,000
=========== ===========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
</TABLE>
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,1995 AND 1994 (UNAUDITED)
1995 1994
<S> ---- ----
REVENUES FROM REAL ESTATE OPERATIONS: <C> <C>
RENTAL AND MORTGAGE INCOME $ 55,000 $ 63,000
SALES OF REAL ESTATE 6,000 340,000
OTHER REVENUES 0 50,000
---------- ----------
TOTAL REAL ESTATE REVENUES 61,000 453,000
---------- ----------
EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 223,000 245,000
COST OF REAL ESTATE SALES 0 100,000
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TOTAL REAL ESTATE EXPENSES 223,000 345,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS (162,000) 108,000
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GENERAL AND ADMINISTRATIVE EXPENSES 326,000 365,000
INTEREST (INCOME) EXPENSE, NET (42,000) 16,000
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LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (446,000) (273,000)
INCOME TAXES 0 0
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LOSS FROM CONTINUING OPERATIONS (446,000) (273,000)
INCOME (LOSS) OF DISCONTINUED OPERATION
(NET OF STATE INCOME TAX EXPENSE OF $ 56,000
IN 1995 AND $105,000 IN 1994) (43,000) 517,000
LOSS ON SALE OF DISCONTINUED OPERATION (1,195,000) 0
---------- ----------
NET INCOME (LOSS) ($1,684,000) $ 244,000
========== ==========
INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS ($0.09) ($0.05)
DISCONTINUED OPERATION (0.24) 0.10
----- -----
INCOME (LOSS) PER SHARE ($0.33) $0.05
===== =====
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</TABLE>
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30,1995 AND 1994
(UNAUDITED)
1995 1994
<S> ---- ----
REVENUES FROM REAL ESTATE OPERATIONS: <C> <C>
RENTAL AND MORTGAGE INCOME $18,000 $22,000
SALES OF REAL ESTATE 2,000 2,000
OTHER REVENUES 0 50,000
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TOTAL REAL ESTATE REVENUES 20,000 74,000
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EXPENSES OF REAL ESTATE OPERATIONS:
PROPERTY CARRYING COSTS INCLUDING
REAL ESTATE TAXES 79,000 72,000
COST OF REAL ESTATE SALES 0 0
-------- --------
TOTAL REAL ESTATE EXPENSES 79,000 72,000
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INCOME (LOSS) FROM REAL ESTATE OPERATIONS (59,000) 2,000
-------- --------
GENERAL AND ADMINISTRATIVE EXPENSES 88,000 93,000
INTEREST (INCOME) EXPENSE, NET (40,000) 5,000
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LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES (107,000) (96,000)
INCOME TAXES 0 0
-------- --------
LOSS FROM CONTINUING OPERATIONS (107,000) (96,000)
INCOME OF DISCONTINUED OPERATION (NET
OF STATE INCOME TAX EXPENSE OF $ 30,000 IN 1994) 0 253,000
INCOME (LOSS) ON SALE OF DISCONTINUED OPERATION 54,000 0
-------- --------
NET INCOME (LOSS) ($53,000) $157,000
======== ========
INCOME (LOSS) PER SHARE FROM:
CONTINUING OPERATIONS ($0.02) ($0.02)
DISCONTINUED OPERATION 0.01 0.05
---- ----
TOTAL INCOME (LOSS) PER SHARE ($0.01) $0.03
==== ====
NUMBER OF SHARES 5,107,401 5,107,401
========= =========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</TABLE>
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<TABLE>
<CAPTION>
THACKERAY CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,1995 AND 1994
(UNAUDITED)
1995 1994
---- ----
<S> <C> <C>
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
NET INCOME (LOSS) ($1,684,000) $244,000
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES:
LOSS RELATING TO DISCONTINUED OPERATION 1,238,000 0
DEPRECIATION AND AMORTIZATION 5,000 26,000
CHANGES IN ASSETS AND LIABILITIES, EXCLUSIVE OF
DISCONTINUED OPERATION IN 1995:
(INCREASE) IN ACCOUNTS RECEIVABLE 0 (1,128,000)
(INCREASE) IN INVENTORIES 0 (363,000)
INCREASE IN ACCOUNTS PAYABLE AND
ACCRUED LIABILITIES 140,000 1,099,000
OTHER, NET (45,000) (25,000)
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NET CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES (346,000) (147,000)
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CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
PROCEEDS FROM SALE OF SUBSIDIARY, NET
OF SUBSIDIARY CASH OF $239,000 3,615,000 0
COLLECTIONS OF MORTGAGE LOANS 39,000 79,000
PROCEEDS FROM SALE OF REAL ESTATE 0 100,000
PROCEEDS FROM SALE OF OTHER INVESTMENT 38,000 0
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT (7,000) (26,000)
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NET CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES 3,685,000 153,000
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CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
REPAYMENT OF SHORT-TERM DEBT (450,000) 0
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NET CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES (450,000) 0
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,889,000 6,000
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 369,000 361,000
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CASH AND CASH EQUIVALENTS - END OF PERIOD $3,258,000 $ 367,000
========== =========
<FN>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</TABLE>
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THACKERAY CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1995 and 1994
(UNAUDITED)
1. BASIS OF PRESENTATION
The significant accounting policies followed by the Company in the
preparation of these unaudited interim financial statements
are consistent with the accounting policies followed in the audited
annual financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.
As a result of the sale of Atlantic Hardware & Supply Corporation
("Atlantic"), as more fully described in Note 2 below, the Company's
operations are now comprised exclusively of managing its real estate
investments and mortgage loans. Accordingly, the Company has elected
to prepare an unclassified balance sheet as of September 30, 1995 for
its continuing operations. In addition, the accompanying statements
of operations for the nine month and three month periods then ended
reflect the activities of such continuing operations. All prior
period financial information presented has been reclassified for
purposes of comparability.
Certain information and footnote disclosures included in the annual
audited financial statements have been omitted. For additional
information, reference is made to the financial statements and notes
thereto included in the Company's Annual Report to Stockholders for
the year ended December 31, 1994.
The net income (loss) applicable to common stock from continuing
operations and from discontinued operations for the nine month and
three month periods ended September 30, 1995 and 1994 were divided by
the number of shares outstanding during the periods to determine per
share data.
2. SALE OF BUSINESSES
On May 19, 1995, Brennand Paige Industries, Inc. ("BPI"), a direct
subsidiary of the Company, sold all of the outstanding capital stock
of Atlantic, BPI's wholly owned subsidiary, for
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
September 30, 1995 and 1994
(UNAUDITED)
$3,854,000 in cash. The Company and the buyer of Atlantic ("Buyer"),
each have investments in two entities, Monroc Inc. and Sals Investors,
L.P. The purchase price was negotiated at arms length between the
respective managements of the Company and the Buyer. Proceeds from
the sale in the amount of $450,000 were used to repay advances
previously made by Atlantic to the Company. The remainder of the
proceeds will be used for working capital purposes of the Company.
The operating results of Atlantic are reflected in the accompanying
consolidated statements of operations for the nine month and three
month periods ended September 30, 1995 and 1994 as income (losses)
from discontinued operation. Net sales of Atlantic from January 1,
1995 through May 19, 1995 were $6,509,000, and for the nine month
period ended September 30, 1994 were $12,461,000. Net assets of
Atlantic as of May 19, 1995 were $4,949,000.
3. INCOME TAXES
The Company anticipates it will generate a Federal taxable loss for
the year ended December 31, 1995, and therefore it expects that no
Federal income taxes will be payable for the year ending December 31,
1995. In addition, for the year ended December 31, 1994, net
operating loss carryforwards were in excess of federal taxable
income. Accordingly, Federal income tax provisions (credits) for the
nine month and three month periods ended September 30, 1994, have been
eliminated through the utilization of such loss carryforwards in the
accompanying Consolidated Statements of Operations.
4. STATEMENTS OF CASH FLOWS
Interest payments from continuing operations for each of the nine
months ended September 30, 1995 and 1994 amounted to $5,000.
The were no income tax payments from continuing operations, during the
nine months ended September 30, 1995 and 1994.
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Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
(1) Material Changes in Financial Condition
--------------------------------------------
The Company believes that proceeds from the sale of Atlantic,
will be sufficient to fund its cash requirements for the foreseeable
future.
At September 30, 1995 the Company had no material commitments for
capital expenditures.
In October 1995, the Company terminated its contract for sale of
90.9 acres in Dade County, Florida because of the potential buyer's
failure to obtain the regulatory approvals necessary for its intended
project within the contractually stipulated time period.
(2) Material Changes in Results of Operations
-----------------------------------------
Total real estate revenues for the nine months ended September
30, 1995 were $61,000 versus $453,000 for the comparable period in
1994. The 1994 period included a real estate sale in the amount of
$330,000, as well as other revenues of $50,000, resulting from a
forfeited real estate deposit.
Property carrying costs for the first nine months of 1995 were
$22,000 or 9.0% lower than the amount incurred for 1994. The decrease
is largely due to a reduction in professional fees relating to the
real estate properties.
General and administrative expenses decreased by $39,000 or 10.7%
from amounts incurred in the first nine months of 1994. The decrease
was primarily in professional costs.
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Part II. Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any Current Reports on Form 8-
K, during the quarter ended September 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THACKERAY CORPORATION
By /s/ Jules Ross
-----------------------
Jules Ross
Vice President, Finance,
(Principal Financial Officer)
Date: November 7, 1995
NYFSO7...:\55\69555\0001\2185\FRMN035M.290<PAGE>
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EXHIBIT INDEX
Exhibit Description
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27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial
information extracted from the financial
statements contained in the body of the
accompanying Form 10-Q and is qualified in its
entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 3,258,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 8,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 10,601,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619,000
<OTHER-SE> 9,387,000
<TOTAL-LIABILITY-AND-EQUITY> 10,601,000
<SALES> 0
<TOTAL-REVENUES> 61,000
<CGS> 0
<TOTAL-COSTS> 549,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (446,000)
<DISCONTINUED> (1,238,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,684,000)
<EPS-PRIMARY> (0.33)
<EPS-DILUTED> (0.33)
</TABLE>
